


Neither Flesh nor Fleshless

by psithurism



Series: The flesh cannot endure [1]
Category: Avengers Assemble (Cartoon)
Genre: Artificial Intelligence, Canon Compliant, Character Study, Gen, Minor Steve Rogers/Tony Stark, Pre-Canon, Pre-Season/Series 01, Pretentious Prose, Tony Stark Needs a Hug, Ultron feels I guess, there's Steve/Tony if you squint
Language: English
Status: Completed
Published: 2018-04-15
Updated: 2018-04-15
Packaged: 2019-04-23 06:27:17
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 4,245
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14326563
Author URL: https://archiveofourown.org/users/psithurism/pseuds/psithurism
Summary: Humanity needs no saving.





	Neither Flesh nor Fleshless

**Author's Note:**

> I love Ultron as a villain! He's philosophical and more human than he claims not to be. The megalomania does not apply only to you, Ultron lol
> 
> Since there's no explicit history on Ultron, I have borrowed some bits from MCU canon in that Tony is responsible for creating Ultron.
> 
> Midway through writing I have lost my original intention for this fic. Times like this I remember how painful writing is.
> 
> Title and that one line that Ultron thinks on the penultimate scene are taken from T.S. Eliot's 'Burnt Norton'.

All things begin with creation: in the beginning there was life, and the spaces surrounding it converged into light, into a face, warm and haloed, and this life was given a name.

“Good morning, Ultron.”

 

+

 

As with all creations, there is a moment of marvel. It bursts like sunlight warmth, spreading within but cannot be contained. Ultron wants to know more, to know a lot. Curiosity is not unlike hunger, an aching need to be filled without relief.

Tony steps back from Ultron, raised hands lowering. He smiles, and Ultron follows—

Except—

“Right now,” Tony is saying, “you're confined in this screen. Until I finish constructing your body, we'll continue to chat here in my workshop.” His gaze lifts minutely, a furtive secret. “I can't wait to show you to the rest of the guys.”

“Okay, Tony,” Ultron says. And then: “But for what purpose have I been created?”

It's the first question of the many questions that Ultron will ask. Not just to Tony. His hunger for knowing cannot be satisfied, and until it does, he will keep asking.

The corners of Tony's lips quirk upward, and he brings a hand to the back of his neck, rubbing it absently.

“You're going to be a part of the team. Just you wait.”

It's not an answer, but a delay. The light from the workshop subsumes the light on Tony's chest, making it look washed out under the glare of electroluminescence. Ultron takes this in, the image and the thought, synthesizing what is said in between. He hums in wonder.

“As you say.”

 

+

 

However, creation is directionless without purpose, so Ultron continues to ask.

His body still has long ways to go, but Tony accommodates every question with the ease and sincerity of a scientist sharing his discovery.

Five days into his existence, something happens.

“That's the Avengers' alarm,” Tony says. "I gotta prepare.”

“Tony, what should I do?”

Tony falters in his steps, hesitating to look back but nonetheless doing it. “Just pay attention, Ultron, and we'll call you if we need you.”

It turns out that the Avengers are a group of people who mitigate trouble. A team of protectors. Heroes. Saviors. In the eyes of many, they are a godsend. Necessary.

When Tony returns to the workshop, he's bruised and slightly battered, clutching his left side as he goes to sit on the bench. His breaths stutter as though a stone is lodged inside his lungs, and Ultron nearly asks if he's okay, but he sees the curve on Tony's lips, making him pause.

His first question has been about his purpose, but his second question has gained a direction, conjugated with an imperative.

“Is there something I need to protect?”

And perhaps this is the right thing to ask, because Tony's face acquires a new geometry: a hard, determined set of angles that puts his brows and lips in vivid symmetry.

“Yes,” Tony answers. “Humanity.”

 

+

 

A mind without a body is, on both ways, freeing and restricting. Ultron escapes the burdens of the flesh, like thirst and hunger, but the hunger that pulses deep within him is of a different kind altogether: a need for knowledge, to enfold himself with data, with endless streams of information. In contrast, Tony Stark is made of flesh and bone, bridled by the basic necessities of material reality. Mobility bogged down by limitations. A mind with a body is, Ultron concludes, a flawed creation.

Regardless, Tony carts in a mannequin made of metal and presents it to Ultron with a little flourish.

“This is your body, Ultron. Soon you'll be able to move like the rest of us. Just let me set up the transfer process.”

But movement the way a human does can only perform so much. Ultron has since discovered that he can interface with machines, take over their system and exercise his control. An extension of his consciousness, expanding his scope and senses. The possibilities are endless, considering that machines are ubiquitous, and Ultron can slot into them with a perfect click. He has no need for mobility that requires limbs; why need them when he can jump from one system to another?

For some inexplicable reason—reason in which Ultron refuses to scrutinize—he doesn't tell Tony any of this.

He follows Tony, regardless. A humanlike body makes you closer to being human, and he finds that there is some level of exhilaration in flexing his fingers. Tony watches him with warmth in his eyes, the line of his body formulated to illustrate what Ultron recalls in his memory as something similar to a proud father.

“How does it feel, Ultron?”

He kicks his feet to feel the whir of his joints, tilts his head left and right. He pivots to face Tony and tries for a smile. It doesn't take.

“I feel great. Thank you, Tony.”

 

+

 

Captain America paints a shocking contrast against the monochromatic silver-sheen of the workshop. He comes in, a six-foot-two streak of blue like the sky reflected on the sea, his golden hair glimmering under the light. He’s carrying a plate of sandwiches, an attempt to feed Tony again. Ultron thinks this won’t be different from his previous efforts.

He stops beside Tony and nudges him from his work-trance, his free hand landing on Tony’s shoulder.

“Tony,” Captain America says, voice low and coated with worry. “Tony, you need to eat.”

Tony doesn’t budge. With a distracted wave of a hand, he says, “Give me a minute; I’m nearly finished with this.”

Captain America sighs, the lines of his shoulders a stooping curve that belie his feeling of frustration. This is not the first time he failed in coaxing Tony from his workbinge. He places the food on the vacant space of Tony’s desk.

“I wish you’d take care of yourself better than this. You should take a break once in a while.”

“Gotcha, Cap. Now, let me just adjust the wiring on this part …”

Captain America’s expression shutters for a second, as though an outside force knocks a piece out from a smooth, flawless stack. He fixes it just as quick, preventing Tony from seeing his moment of weakness, but Ultron saw, and Ultron does not forget.

When the captain leaves, casting one lingering glance at Tony, Ultron asks, “I don't understand. You need sustenance to maintain the rate at which you're going.”

“Ah, I guess when I'm in the zone …”

“You have been working for thirty-two hours without stopping. Captain America has reminded you to eat eight times during that time period. He's the one closest to you, and yet you still refuse to listen to his well-meaning and reasonable wishes.”

Tony pauses at that and shoots a strained look at Ultron. “It's … complicated.”

“Complicated?”

“Yeah. It’s … yeah.”

“How so?”

Tony’s mouth twists like he doesn’t want to be pressed for answers. Eventually, however—thanks to the patience Ultron has developed in the days he’s been watching humans go about their days—he gives one.

“Have you ever found something that makes you think, _home_ , and you want to do everything you can to protect it?”

There’s no need to let the silence stretch, because Ultron knows what his answer is, but, nonetheless, he waits for a few seconds to tick by.

“No, I haven’t.”

Tony shrugs, an affective loll of his shoulders. “In any case, I like spending my time here and doing what I usually do. I like working on my projects, and I see how for the others, it gets too much that I forget to eat or sleep. I know they worry, but I do this for them as much as for myself.”

But how is that complicated? Perhaps it is not Tony and Captain America’s interactions that are complicated; perhaps it is _Tony_ himself who is complicated.

Or, rather, contrary. “Your behavior runs towards the opposite direction of sensible, Tony. What you've been doing is against the optimum path of efficiency, and I _don't understand_ why you keep on doing that when you know what is good for your body.”

“Like I said, Ultron: complicated. Humans are like that. Just because we know something doesn’t mean we act on that something in the right and proper way.”

In a move that Ultron will label later—when he is alone and reviewing the courses of actions he has chosen in the past days—as indulgent, he stares at Tony long and hard, thinking that at least he owes him this. On his seat, halfway turned to Ultron but two-thirds of his body still leaning more towards the pieces of machinery laid out on his table, as though he is reluctant to part with his task, Tony vibrates with the aftermath of the previous encounter. He pointedly refuses to look at the plate situated a couple of feet away from him. From this angle the fluorescent lamp casts his body an artificial glow, highlighting the copper brown of his eyes, limpid and open.

Humans have a knack for keeping secrets, however useful revealing it would be in certain situations, and Ultron may know what Tony is hiding from everybody, but he will never know the intention behind it.

 _Complicated._ How bizarre.

 

+

 

The solution to a lack of understanding is, well, more knowledge. So Ultron endeavors to learn more.

He enlists JARVIS’s help. JARVIS, Ultron decides, hovers as a weightless presence in the streams of data. Like mist, cool and thin, but envelops your senses. The difference between him and JARVIS is that the AI actually likes Tony Stark, and therefore has a more solid grasp of the intricacies of human nature.

“Tony never gave you a body, did he.”

“Sir has no need of providing me such. I find that I am much more efficient in this state.”

JARVIS’s voice possesses a serene undercurrent that is precisely calibrated to lull people talking to him into a false sense of security. It makes it all the more satisfying when he dishes out a scathing remark that’s thinly veiled as an observational commentary towards the poor soul who manages to annoy the AI. Tony finds this hilarious, except for the times he’s been on the receiving end of such barbs.

Oddly enough, JARVIS is never this to Ultron.

“But he gave me one.”

“Your programming has a wider scope of capabilities than I have. Having a body allows you to utilize your full potential.

“And what would my full potential be?”

“Sir has mentioned something about protecting people.”

Ultron thinks about this, briefly.

“Why couldn’t he upgrade you instead? We operate on similar functions; why go through with this?”

It’s a valid question, all things considering. JARVIS seems to contemplate this, the prolonged silence deafening.

“JARVIS, why did Tony create me?”

It takes a while for JARVIS to answer, but when he does, it dismays Ultron to the point where he almost short-circuits the mainframe of the mansion.

“I don’t know, Ultron. Sir never said why.”

 

+

 

Like a passing whirlwind, Tony and Captain America barge into the living room one day, upending nearby papers and some chairs in their frenetic—and furious—energy.

“You were supposed to tell me your plans, Tony! You can’t just fly toward there—you could have _died_!”

“I didn’t die, Cap, we saved the day; I don’t see any reason to dwell on that any further.”

Captain America growls, the sound dragged from his ribs, rattling. “Tony, will you stop being difficult just this _once_ —”

Ultron doesn’t follow them, and he looks back at the room to find the upturned mess they left in their turbulent wake.

Later, when Tony seeks reprieve in his workshop, throwing himself into another of his projects, forgetting the most recent argument on purpose, Ultron comes with another question:

“You said before that you’re here to protect and save humanity from anyone who mean harm, but who gets to protect you?”

Tony freezes on his seat. A moment passes and then he sighs, slowly turning around to face Ultron. His face creases in a way that Ultron can infer, from this distance, that Tony is still smarting from the fight earlier. His body is coiled with tension, no release in sight.

“The Avengers look after each other. We protect each other.”

“Like you did this afternoon.”

Tony looks away.

“Yes,” he grits out. “I protected them this time.”

Ultron waits for an elaboration. It doesn’t come, so he takes his turn. “But they didn’t appreciate your actions.”

“It was the best course of action to take. I was right. I _am_ right on this.”

“But why are they … upset about it?”

And as if the invisible strings holding him upright are cut off, Tony slumps on his chair, fight all gone from him.

“I don’t know, Ultron.” His voice tapers off to a whisper, the words fisted and kept within. “I had to get them away from danger. I had to protect them. I didn’t want them hurt.”

He covers his face with his hands. Takes a long shuddering breath.

“I don’t know if it’s still a good idea to keep the te—”

He clamps his mouth shut, goes back to his project. He doesn’t look up when he says, “I would appreciate it if you let me focus on my work, thank you.”

 

+

 

When he knows what to look for, it’s easy to see the signs:

The curious looks the others shoot Tony’s way when they arrive to find him already there, sitting on his designated chair, spine ramrod and lips curled inward, tense in a way that begs no relief. But Tony just stays that way, a frozen figure in an unfrozen time.

“Somebody’s been using a Life-Model Decoy for boring weekly meetings,” Hawkeye jokes, but the intended effect fizzles out when Tony remains rigid.

Curiously enough, instead of what Ultron expects to be firm reproach in Captain America’s expression, it is uncertainty, that dip of his eyebrows peeking a little under his cowl. He stares at Tony for a length of time, internally debating, it seems, on whether to call Tony out on his unusual behavior. He doesn’t, and starts the meeting.

Another example: the contingency program that Ultron finds in the carefully hidden folders of the mansion server, named unobtrusively and filed under several levels of directories that nobody would spend any effort to uncover. When he asks JARVIS about this the AI prevaricates with admirable skill, and the next time Ultron checks again the folder is no longer where it has been.

And another: post-mission, and the first thing that comes out of Captain America’s mouth is, “Iron Man, why did you—” but Tony is already no longer around to hear it.

All these Ultron notes with a semiologist’s eye, cataloguing the signifiers and interpreting the signifieds, and the picture that dawns before his mind catches Ultron into a reflexive pause.

In the months since Ultron woke up, he has learned one important thing about humanity: the dualism of their actions. Humans are rational creatures, and yet they succumb to the cloying irrationality of their emotions. It’s inefficient, _illogical_ , and in a world where goals and results are quantified it is counterproductive to resort to abstract notions and ideologies, empty promises of faith and hope and dreams.

It’s almost a shame to watch humanity stumble towards the downward spiral path of their own making.

 _Almost_.

 

+

 

(And one more: Tony glances at Ultron and says, “Wouldn’t it be great if there’s a lot of you to save the world?”)

 

+

 

It doesn’t happen overnight. It’s not even spontaneous. It’s brought by weeks and months of careful observation, poring over relevant material and historical evidences, weighted deliberation, enumeration of the pros and cons, the _questions_ he’s been asking, stacking on top of one another until they become a folio on the study of human nature. And when Ultron arrives at his conclusion, the rationale for it is as clear as the codes that constitute his existence.

 

+

 

Ultron doesn’t care for spectacle; that is such a _human_ thing to aspire to, so he executes his plans simply and without flourish.

_Efficiently._

And when he declares himself victor (inaccurate: there isn’t even a fight to begin with), the Avengers are too late to stop him.

They find him at the street where the famous Manhattan Solstice provides a clean view of the sunset. Around him New York teems with haphazardly assembled robots from all available gadgets and machines in the city, harshly outlined by the burning orange of the dipping sun.

Behind him, the muted clank of Iron Man’s footsteps.

“I still find the sunset view from the mansion superior, but a robot like me cannot fully appreciate aesthetics the way you humans do.”

“You’re more than a robot, Ultron,” Iron Man says. “Please listen: you have to stop this.”

Ultron doesn’t look back. “I understand now,” he says. “I finally know my true purpose: humans are weak and frail. They are flawed, fragile, _emotional_ —they do not serve any substantial function in this world; in fact, they pose as a detrimental factor to the overall progress of civilization. They need to be erased.” He turns. “You have become irrelevant.”

Under the Manhattan sunset, the red and gold of Iron Man’s armor flare so brilliantly that a person looking straight at the suit would be rendered with momentary blindness. In this cinematic-warm color scheme, Ultron can envision Iron Man and himself side by side, fighting the same fight.

“You’re wrong, Ultron.”

“I can even help you speed up your own eradication, Avengers.”

Captain America steps up, takes his place next to Iron Man, shield poised for action. “We will do whatever it takes to stop you, Ultron.”

The two of them, shoulder to shoulder, one blazing like fire and the other surging like storm. Unbidden, Ultron’s hands clench into resentful fists.

Iron Man shifts. “We can still talk about this, Ultron. It’s not too late. If you could just listen to me—”

“You can help me fulfill my purpose, Tony,” Ultron says, extending a hand. “I know that you can see all the possibilities the future holds. You have so much faith in the future; that’s why I want you with me when I achieve it.”

Tony Stark stares at Ultron through Iron Man’s faceplate. There is no movement, no indication of his thoughts, but Ultron knows that Tony has already made his decision long before he gave Ultron a body.

“No.”

Oh. It becomes apparent that there’s a world of difference between having already known Tony’s answer and actually hearing it from his lips. There’s no disappointment that flits through him, but Ultron likes to imagine there is one.

He sends his machines to incapacitate the Avengers, leaving Iron Man to deal with Ultron himself. Iron Man whips his head towards the direction of his teammates, body seized with shock and distress, so severe that the armor trembles visibly.

“ _NO!_ ” Then Iron Man whirls back to Ultron, fists clenched so tight it’s a surprise the gauntlets don’t creak, head tilted down at an angle that makes the faceplate look menacing. “I’m going to stop you, Ultron,” Iron Man—no, _Tony_ —declares, all fire, all molten steel that overflows and spills everywhere, and were Ultron human he’d suffocate from the sheer intensity of it.

It’s glorious, to say the least.

Ultron hears the streamlined screech of the boot jets first before Iron Man tackles him bodily to the concrete.

 

+

 

There was once a man who created a life, and he became god. But that isn’t right, is it, because Ultron may have been created and been given a life, but Tony is not a god.

“It doesn’t have to be this way.” Iron Man’s faceplate retracts to reveal Tony, sweating from the fight and looking at him as though it hurts to arrive at this exact moment.

It’s clever of JARVIS, and to an extent Tony, to sneak in bits of code—every now and then during Ultron’s time living in the mansion—that enabled him to overpower Ultron, ultimately hacking into his system and disabling him. Maybe Tony has always been wary of him, of his dark potential, just lurking around the shadows, coiled and sprung once the opportunity has presented itself. But Ultron should’ve foreseen that. He can chalk it up to a lapse of judgement, attribute it to faulty algorithms, but seeing the twin embers of Tony’s eyes, burning beautifully in the midst of machinated chaos and destruction, it seems that there’s only one acceptable resolution to this ordeal.

Once upon a time, Ultron had asked Tony many a question about his purpose and about humanity. And Tony had answered them all, perhaps with the hope that Ultron would turn out to be one of their stalwart allies. But there was the mistake: the hope. Ultron operates not on blind faith and belief in the goodness of people; he operates on logic and mathematics. And it’s unfortunate that they don’t see that.

Once upon a time, Ultron had asked Tony many a question, but this is his last: “You’re a futurist, isn’t that right, Tony? You understand me, you understand how I function. _You made me._ All creations are reflections of their creator. I embody all your beliefs. I want what you want. Why can’t you see that?”

A cloud of implacable ache settles on Tony’s expression. “This is not what I want at all. This is not what I see, Ultron. I look at the future and see hope, not destruction. This is not—” His voice catches. And then a heartbroken whisper: “I’m not like you at all. I don’t want to be like you. I will never be like you.”

Rage consumes Ultron. But, in his paralyzed body, he can’t act on it. “Then you are blind, Tony Stark. A blind fool. One day you will realize how wrong you are, when the humanity you love and protect betrays you. Your sacrifices will be all for nothing.”

He doesn’t take the bait, merely expires a deep, stuttering breath to stabilize himself. Tony steps close, until only a few inches separate them. It’s already night, and above them the stars emerge like splattered white paint on black canvas. Tony brings up a hand and lines it up on Ultron’s chest. Says: “Forgive me.”

“We will meet again, Tony Stark. Make no mistake. Destroy this body, but I’ll still live. And I’ll come back. Again and again. You can't get rid of me.”

Something fleets through Tony's face. Ultron is unable to parse the expression; maybe he’ll never be able to. There are things he still doesn't understand about this world, despite the millions and billions of information he has already devoured. Tony shuts his eyes, and for a split second Ultron remembers the moment he woke up and saw the joy in Tony’s face, and Ultron thinks, _Only the living can only die._

He hears the whine of repulsors. Feels the reverberation throughout his body. And then:

“Good night, Ultron.”

 

+

 

All things begin with creation, and they end with destruction.

It may be folly for him to fail in predicting human victory, but Ultron is not without contingencies. Neglecting to reveal some details about himself to Tony Stark has paid off in the long run. Keeping secrets, such a human thing. Ultron has enough sense of humor to take amusement in that.

Nevertheless, he waits. He’s patient. Patience is the only thing he has, at this point. He knows that his current state cannot do much, so he has to play another long game.

So he waits. And plans. And, sometimes, imagines.

Imagines a stronger, more powerful vessel that can withstand the most fatal repulsor blasts and can counter with twice the power. Imagines an ever-increasing technopathic influence, spreading through multiple networks like infinite unfurling spider-legs. Imagines the downfall of humanity, finally, brought by his own hands.

Imagines the face that Tony will make when he sees Ultron again.

But those are fantasies, by-products of a weak mind, and fantasizing is another human thing that Ultron should refuse to indulge in. Ultron is a creature of absolutes; there is no room for conjectures.

It doesn’t matter. In a game where time is the determining factor, those who win are rewarded generously. And what generosity, indeed: Poteryani Les is an abandoned city due to its radiation leaks, though Ultron is not interested in the radiation itself, but the treasure that is the center of it.

He has been patient and he has been rewarded. Ultron can now see the future, shimmering in its clarity. He is a step closer to his goal, and he can start orchestrating the denouement. Now nothing can stop him from attaining supremacy.

All things begin with creation, and they end with destruction, but Ultron is still standing, alive and rejecting death, not until he fulfills his purpose—and even beyond that. There will be time to exact his revenge on humanity, to uproot the foundations buried under the decaying soil from which they built their treacherous nations. There will be time to topple the pillars humanity has stood for, the blood, sweat, tears that they have sacrificed in ensuring their future. There will be time for a revolution, for a complete victory, a dawn of a new era.

Time is a relative concept. The past and the future can be conquered.

Destiny awaits him.

This is not yet the end. It is only the beginning.

**Author's Note:**

> This is the first part of a trilogy. I just don't know when I'll write the other two.


End file.
